SP0600-10-R-0430_0002.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL

ITEMS

1. REQUISITION NUMBER PAGE

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30 SP0600-10-0940 1 of 29

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

SP0600-10-R-0430 July 30, 2010

7. FOR SOLICITATION

INFORMATION CALL ►

A. NAME

James R. Knudson

B. TELEPHONE NUMBER (No collect calls)

(703) 767 – 8536

8. OFFER DUE DATE/

LOCAL TIME

Graham Fisher (703) 767 – 9424

See Page 2

9. ISSUED BY CODE SP0600 10. THIS ACQUISITION IS 11. DELIVERY FOR FOB

DESTINATION UNLESS

12. DISCOUNT TERMS

UNRESTRICTED OR

BLOCK IS MARKED

SEE SCHEDULE

Defense Logistics Agency - Energy Electricity Branch, Installation Energy

SET-ASIDE: % FOR:

13a. THIS CONTRACT IS A RATED ORDER UNDER

DPAS (15 CFR 700)

8725 John J. Kingman Road, Suite 3827 Fort Belvoir, VA 22060-6222

SMALL BUSINESS

Buyer/Symbol: James R. Knudson/Graham Fisher Email: james.knudson@dla.mil / graham.fisher@dla.mil

EMERGING SMALL BUSINESS

13b. RATING

Phone: (703) 767 – 8536 / (703) 767 – 9424 K P.P. 8.1 8(A)

NAICS: 221112

14. METHOD OF SOLICITATION

SIZE STANDARD: 4 million MWh

RFQ IFB RFP

15. DELIVER TO: CODE 16. ADMINSTERED BY CODE

See Schedule See Block 9

17a. CONTRACTOR/OFFEROR CODE FACILITY 18a. PAYMENT WILL BE MADE BY CODE

See Paragraph B of Clause INT-C800

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED:

SEE ADDENDUM

19.

ITEM NO,

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

See Various DoD and Federal Civilian Installations in New York 453,651,664 kWh

Attachment III

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

27a. SOLICITATIONS INCORPORATE BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

27b. CONTRACTS/PURCHASE ORDERS INCORPORATE BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

28.

CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _1_ COPIES TO ISSUING OFFICE.

CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED

ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

HEREIN.

29.

AWARD OF CONTRACT: REF _______ OFFER DATED _____ YOUR OFFER ON

SOLICITATION (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET

FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT)

30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER

31c. DATE SIGNED

Andrea L. Kincaid

AUTHORIZED FOR LOCAL REPRODUCTION STANDARD FORM 1449 (REV. 3/2005)

PREVIOUS EDITION IS NOT USABLE Prescribed by GSA FAR (48 CFR) 53.212 mailto:james.knudson@dla.mil� mailto:graham.fisher@dla.mil�

Defense Energy Support Center SP0600-10-R-0430

Continuation of SF1449, Block 8:

Receipt of Offers, Technical and Pricing Data (Attachment III) for the solicited locations are due as follows:

TECHNICAL DATA

Due by 12:00 p.m., local Fort Belvoir, VA time on Wednesday, September 8, 2010:

1. Standard Form 1449

2. Certifications and Representations

3. Technical/Management Proposal

4. Past Performance Proposal

5. Provide a list of any exceptions to the solicitation.

6. Socioeconomic Proposal

7. Sample invoice incorporating all components of the Statement of Work/Invoice and Payment clause.

8. Anticipated line items on which an offeror will probably be made (please use Attachment III)

NOTE 1: Prospective offerors are encouraged to review Federal Acquisition Regulation 15.208 regarding timely submission of offers. Specifically, please be aware that it is the offeror's responsibility to ensure that their offer is actually received at the designated Government office prior to the solicitation closing. Submission of offers by electronic commerce (e.g. e-mail or fax) is governed by 15.208(b)(1)(i). If an offeror electronically submits its offer on the day the solicitation closes, then timeliness will be determined based on whether or not the offer was ACTUALLY RECEIVED prior to closing. In that situation, the offeror will bear the risk of any delay in the transmission of their offer (e.g. offeror clicked "send" prior to the closing of the solicitation, but the e-mail did not arrive until after the time for closing), and offers not actually received prior to closing will be late. However, pursuant to FAR 15.208(b)(1)(i), if an offeror utilizes a means of electronic commerce to send their offer and transmits it not later than 5:00 p.m. ONE DAY PRIOR to the time for closing (and can prove that they have done so), then the offeror will be protected from such unexpected transmission delays and its offer will be considered timely. Therefore, to minimize the risk of a "late" offer, offerors submitting their offers via electronic commerce are strongly encouraged whenever possible to transmit their offers not later than 5:00 p.m. one day prior to the solicitation closing.

NOTE 2: All exceptions to the solicitation must be received with the Technical Data submission. The Government reserves the right NOT to consider any exceptions to the stated solicitation requirements received after the due date for technical offers.

PRICING DATA (Attachment III): Will be determined at a later date

NOTE 1: Prices identified as “Indicative” will not be considered for award.

NOTE 2: Facsimile (signed) executable prices must accompany the e-mail price proposal. The fax number is (703) 767-8757.

NOTE 3: The transactional adder shall not exceed five (5) places beyond the decimal point.

NOTE 4: All amendments must be signed and submitted prior to pricing date.

NOTE 5: Attachment III must include a signature of an authorized negotiator.

TO VIEW ANY FEDERAL ACQUISITION REGULATION (FAR), OFFERORS MAY USE THE FOLLOWING

WEBSITE: http://www.acqnet.gov/far/current/html/FARMTOC.html.

For all Small Business issues, please call Ms. Joan Turrisi at (703) 767-9465 (Email: joan.turrisi@dla.mil) or Ms. Virginia Broadnax at (703) 767-9400 (viginia.brodnax@dla.mil)

*** The Defense Energy Support Center (DESC) has formally changed its name to DLA - Energy. Any references to DESC throughout this solicitation shall reflect DLA – Energy.

http://www.acqnet.gov/far/current/html/FARMTOC.html� mailto:joan.turrisi@dla.mil�

PART I

1. SUPPLIES TO BE FURNISHED (ELECTRICITY)

(a) The contract quantities shown below are best estimates based on historical data only of the Government’s requirements for the contract period. The Contractor shall supply and deliver electricity and any ancillary services required in the STATEMENT OF WORK/SPECIFICATIONS (ELECTRICITY) clause. Contract performance shall be accomplished in accordance with the terms and conditions of this contract.

(b) As used throughout this solicitation/contract, kW means kilowatt; kWh means kilowatt-hour; and UDC means Utility Distribution Company. Below are the acronyms and full names of each utility service area, public utility commission, the applicable NERC region, and those NERC Regions that border the applicable NERC Region.

Applicable NERC Region: NPCC Northeast Power Coordinating Council

Utility Service Area: CH Central Hudson Gas & Electric Corp.

NG National Grid NYSEG New York State Electric and Gas Corp.

O&R Orange and Rockland RG&E Rochester Gas and Electric

(c) The Government is soliciting offers for supply and transmission of electricity and ancillary services for the following locations:

Line Item Number Location / Installation Name Number of Accounts Spreadsheet Name(s)

3605 Watervliet Arsenal, NY 1 Watervliet.xls 3615 DOE - West Valley, NY 5 DOE West Valley.xls 3620 DOE – Knolls Atomic Lab 4 DOE Knolls.xls 3630 Stewart ANG Base, NY 1 Stewart ANG.xls 3645 West Point, NY 1 West Point.xls 3680 Dept. Homeland Security, NY 10 DHS Border Patrol.xls 3685 Dept. of Labor, NY 2 Dept of Labor.xls

(d) The Government is soliciting offers for 24-month delivery period (from meter read date occurring in December 2010 to the meter read date occurring in December 2012. Specifics for each line item are provided with each individual Installation Data Sheet. The information includes: (1) Line Item Number, (2) Location, (3) Local Electric Utility, (4) Current Tariff Rate, (5) Utility Account Number; (6) Contract Performance Period, and (7) Monthly Consumption and Demand Data.

(e) The Government is soliciting offers for Firm Fixed Price, Requirements Type basis for electricity. Prices shall include the following charges: all retail supply costs to the point of receipt as specified in the solicitation.

(f) Offerors may submit prices on all, some, or none of the line items contained in the solicitation and may do so on a stand-alone basis and/or as one or more combinations of all-or-none offers (see Attachment III). If an offeror chooses to submit more than one all-or-none offer, they may do so by submitting a separate Attachment III for each.

(g) The Government is soliciting unit prices consistent with and reflecting the structure established in the applicable tariffs.

NOTE: Offerors may submit prices based on the requirements clause (Load Following) and / or in accordance with the bandwidth clause contained in this solicitation. Both will be evaluated on an equal basis.

INT-B1.08 (DESC APR 2008)

2. STATEMENT OF WORK/SPECIFICATIONS (ELECTRICITY)

(a) STATEMENT OF WORK. The Contractor shall supply electricity and any ancillary services required to deliver electricity to the point of delivery and for the scheduling and coordination of the delivery of electricity to the service point for each account under the contract. All quantities ordered by the Government shall be considered firm and guaranteed for delivery by the Contractor to the delivery point, and for scheduling and coordinating, for ultimate delivery to the service point for each account. Charges incurred as a result of the Contractor's failure to abide by the terms of the applicable Retail Access rules and/or the UDC Service Agreement shall be the responsibility of the Contractor. With the exception of any and all transmission and distribution related charges payable by the Government to the UDC under the applicable tariff for each account (unless said charges are the result of the Contractor's failure to perform in accordance with the contract), the Contractor is responsible for all costs associated with deliveries to the delivery point and the scheduling and coordination for delivery of electricity to the service point for each account under the contract. The Contractor shall be liable for any and all penalties and/or additional costs assessed to the Government for the non-delivery of the firm requirements in accordance with paragraphs (f) and (m) of the CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS clause.

(b) INVOICING AND PAYMENT. The Government will utilize/allow Dual Billing for all accounts awarded as a result of this solicitation. All invoicing shall be based on meter quantities at the service point for each account. The contractor may only invoice for charges allowed under the terms and conditions of the contract. Any costs associated with billing shall be the responsibility of the Contractor and shall be included as part of the offered price. Each invoice shall be prepared in a manner consistent with and shall conform to the applicable PUC requirements for Dual Billing. In addition to the requirements set forth in FAR 52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS Paragraph (g), each contractor invoice shall include the following information:

(1) Installation name, Line Item, and individual account information (Account Number, Meter Number, and Service Location)

(2) Billing period for each account

(3) Total consumption for each account (broken down by Peak, Off-Peak, Semi-Peak if applicable)

(4) Demand information for each account (broken down by Peak, Off-Peak, Semi-Peak if applicable)

(5) Total energy charge (broken down by energy charges and demand charges)

(6) Applicable ESCO Energy Credit for each account

(7) Charges for services broken out in detail for each account in a manner consistent with the terms and conditions of the contract and the applicable PUC requirements.

(8) All information required by the applicable PUC to be included on customer invoice.

For the purposes of this contract, the address designated to receive invoices in accordance with FAR 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (MAY 1999), paragraph (g), is considered to be that of the UDC in the service territory of which each account is located.

For the purposes of this contract, the invoice to which reference is made in FAR 52.212-4, CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (FEB 2002), paragraph (i) refers to the energy portion of the Consolidated UDC Invoice forwarded to the Government for payment by the UDC.

For the purposes of this contract, the payment to which reference is made in FAR 52.212-4, CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (FEB 2002), paragraph (i) refers to the payment made by the Government against the Consolidated UDC Invoice.

(c) METERING AND METER READING SERVICES. Will be provided by the incumbent UDC for each account.

(d) SCHEDULING AND SUPPLY MANAGEMENT. It shall be the Contractor's responsibility to schedule deliveries for all accounts awarded for the time period specified herein. The Contractor shall be responsible for supply management and overall coordination of production, transmission, and distribution of electrical power to the service point of each account identified in the contract. As such, the Contractor shall be knowledgeable of and responsible for imbalance policies, transmission grid losses, transmission congestion charges and UDC line losses for the delivery of electricity to the service point of each account under the contract. The Contractor must meet all applicable State and Federal requirements necessary to successfully complete any contract. The Government will not pay any costs associated with the Contractor's failure to deliver electrical power at the delivery point sufficient to meet the demand at the service point of each account under the contract or to schedule and coordinate for the delivery of electricity to each service point.

(e) RECORD KEEPING. The Contractor shall keep records of data required to bill in accordance with the utility tariff of each account (demand and consumption data) in an electronic database format compatible with Microsoft Access or a spreadsheet format compatible with Microsoft Excel. These records shall be made available to DESC or to any party designated by DESC as authorized to request this data. In the event that the Contractor maintains records on demand and consumption data in addition to that required to bill in accordance with the utility tariff, said data shall also be made available to DESC or to any party designated by DESC as authorized to request this data. The Contractor shall provide (or make available) to DESC or to any party designated by DESC, interval data (for those accounts with an interval meter) in Microsoft Excel format, on a monthly basis throughout the entire delivery term of any resultant contract.

(f) ORDERING. Orders shall be made in accordance with the ELECTRICITY ORDERING PROCEDURES clause.

(g) POINT OF DELIVERY. For this solicitation and any resulting contract, the delivery point for each account is defined as an interconnect with the UDC owned or controlled transmission or distribution systems.

(h) SERVICE POINT. For this solicitation and any resulting contract, the service point is defined as the meter(s) indicated for each account awarded as described in the Schedule.

(i) SPECIFICATIONS. The electricity provided under this contract shall conform to the tariff of the transmitting and/or distributing utility at the delivery point(s) specified in the Schedule.

(j) ADDING FUTURE ACCOUNTS. It is possible that additional accounts not included in the solicitation may be added to the resultant contract(s). In that event, the Government will provide the Contractor with the facility’s electric requirement (if available) and the two parties shall enter into good faith negotiations to determine a price. A bilateral modification will be executed adding the line item on the Standard Form 30, Amendment of Solicitation/Modification of Award.

INT-C800 (DESC AUG 2005)

3. CENTRAL CONTRACTOR REGISTRATION

(a) DEFINITIONS. As used in this clause-- Central Contractor Registration (CCR) database means the primary Government repository for Contractor information required for the conduct of business with the Government.

Commercial and Government Entity (CAGE) code means—

(1) A code assigned by the Defense Logistics Information Service (DLIS) to identify a commercial or Government entity; or

(2) A code assigned by a member of the North Atlantic Treaty Organization that DLIS records and maintains in the CAGE master file. This type of code is known as an “NCAGE code.”

Data Universal Numbering Systems (DUNS) number means the 9-digit number assigned by Dun and Bradstreet, Inc. (D&B) to identify unique business entities.

Data Universal Numbering System + 4 (DUNS+4) number means the DUNS number assigned by D&B plus a 4-character suffix that may be assigned by a business concern. (D&B has no affiliation with this 4-character suffix.) This 4-character suffix may be assigned at the discretion of the business concern to establish additional CCR records for identifying alternative Electronic Funds Transfer (EFT) accounts (see the FAR at Subpart 32.11) for the same parent concern.

Registered in the CCR database means that—

(1) The Contractor has entered all mandatory information, including the DUNS number or the DUNS+4 number, into the CCR database;

(2) The Contractor’s CAGE code is in the CCR database; and

(3) The Government has validated all mandatory data fields to include validation of the Taxpayer Identification Number (TIN) within the Internal Revenue Service, and has marked the records “Active.” The Contractor will be required to provide consent for TIN validation to the Government as part of the CCR registration process.

(b) (1) By submission of an offer, the offeror acknowledges the requirement that a prospective awardee shall be registered in the CCR database prior to award, during performance, and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement resulting from this solicitation.

(2) The offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation “DUNS” or “DUNS+4” followed by the DUNS or DUNS+4 number that identifies the offeror’s name and address exactly as stated in the offer. The DUNS number will be used by the Contracting Officer to verify that the offeror is registered in the CCR database.

(c) If the offeror does not have a DUNS number, it should contact Dun and Bradstreet directly to obtain one.

(1) An offeror may obtain a DUNS number—

(i) Via the Internet at http://fedgov.dnb.com/webform or, if the offeror does not have internet access, it may call Dun and Bradstreet at 1-866-705-5711 if located within the United States; or http://fedgov.dnb.com/webform�

(ii) If located outside the United States, by contacting the local Dun and Bradstreet office. The offeror should indicate that it is an offeror for a U.S. Government contract when contacting the local Dun and Bradstreet office.

(2) The offeror should be prepared to provide the following information:

(i) Company legal business name.

(ii) Tradestyle, doing business, or other name by which your entity is commonly recognized.

(iii) Company physical street address, city, state and Zip Code.

(iv) Company mailing address, city, state and Zip Code (if separate from physical).

(v) Company telephone number.

(vi) Date the company was started.

(vii) Number of employees at your location.

(viii) Chief executive officer/key manager.

(ix) Line of business (industry).

(x) Company Headquarters name and address (reporting relationship within your entity).

(d) If the offeror does not become registered in the CCR database in the time prescribed by the Contracting Officer, the Contracting Officer will proceed to award to the next otherwise successful registered offeror.

(e) Processing time, which normally takes 48 hours, should be taken into consideration when registering.

Offerors who are not registered should consider applying for registration immediately upon receipt of this solicitation.

(f) The Contractor is responsible for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the CCR database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(g) (1) (i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to—

(A) Change the name in the CCR database;

(B) Comply with the requirements of Subpart 42.12 of the FAR; and

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification and sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (g)(1)(i) of this clause or fails to perform the agreement at paragraph (g)(1)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(2) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the CCR records to reflect an assignee for the purpose of assignment of claims (see FAR Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the CCR database. Information provided to the Contractor’s CCR record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the EFT clause of this contract.

(h) Offerors and Contractors may obtain information on registration and annual confirmation requirements via the Internet at http://www.ccr.gov or by calling 1-888-227-2423 or 269-961-5757.

FAR 52.204-7/DFARS 252.204-7004 (APR 2008/SEP 2007)

4. INSTRUCTIONS (PARAGRAPHS) THAT HAVE BEEN TAILORED TO BE MORE CONSISTENT WITH

COMMERCIAL PRACTICE UNDER FAR PART 52.212-4. ALL OTHER INSTRUCTIONS INCLUDED IN FAR 52.212-4 ARE HEREBY INCORPORATED BY REFERENCE (SEE BLOCK 27A OF STANDARD FORM 1449).

CONTRACT TERMS AND CONDITIONS

(f) EXCUSABLE DELAYS. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence, such as acts of God or the public http://www.ccr.gov/� enemy, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, civil disturbance, hostile forces, terrorist acts or transmission failure. An excusable delay or similar event suffered by an independent service operator (ISO) (or an equivalent of an ISO) or a utility distribution company (or electric distribution company or transmission distribution service provider) shall constitute an excusable delay hereunder. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly provide notice to the Contracting Officer of the cessation of such occurrence. Upon delivery of notice of the occurrence of an excusable delay, the obligations of the Contractor shall be suspended to the extent affected by such excusable delay.

(k) TAXES.

(1) The contract price includes all applicable Federal, State, and local taxes and duties in effect at contract signing.

(2) After-imposed Federal, State, or local tax, as used in this clause, means any new or increased Federal, State, or local excise tax or duty, or tax that was exempted or excluded on the contract award date but whose exemption was later revoked or reduced, or whose computation was later changed during the contract period, on the transactions or property covered by this contract that the Contractor is required to pay or bear as the result of legislative, judicial, or administrative action taking effect after the contract date. It does not include social security tax, income tax, or other employment taxes. The contract price shall be increased by the amount of any after-imposed Federal, State or local tax, provided the Contractor warrants, in writing, that no amount for such newly imposed Federal, State, or local excise tax or duty or rate increase was included in the contract price, as a contingency reserve or otherwise.

(3) After-relieved Federal, State, or local tax, as used in this clause, means any amount of Federal, State, or local excise tax or duty that would otherwise have been payable on the transactions or property covered by this contract, but which the Contractor is not required to pay or bear, or for which the Contractor obtains a refund or drawback, as the result of legislative, judicial, or administrative action taking effect after the contract date. It does not include social security tax, income tax, or other employment taxes. The contract price shall be decreased by the amount of any after-relieved Federal, State, or local tax.

(l) TERMINATION FOR THE GOVERNMENT’S CONVENIENCE

(1) In accordance with all applicable state and local distribution company regulations, the Government reserves the right to terminate this contract with respect to any or all contract quantities, for its sole convenience. In the even of such termination, the Contractor shall cease deliveries hereunder with respect to such terminated contract quantities on the first allowable date subsequent to such termination according to the applicable tariff sheets of the local distribution company. The Contractor shall cause any and all of its suppliers and subcontractors to cease work related to this contract prior to the date and time specified by the Government for the termination. Subject to the terms and conditions of this contract, the Contractor shall be paid for electricity delivered under the contract prior to the date and time specified by the Government for the termination of any or all contract quantities plus any additional energy the Contractor is required to deliver for the Government’s account under applicable location distribution company tariff sheets.

(2) In the event of a termination for convenience, the Government shall pay the Contractor the termination value, if positive, calculated by the following formula:

(i) Firm Fixed Price:

A = Σ (B - C)*D Where-- A = Termination value.

B = Award price for each usage period for each season.

C = Forward market bid price, defined herein.

D = Contract quantity for each usage period for each season (based on data listed in the Installation Data Sheets).

(A) If the termination value on the date of termination is negative, the Contractor shall not be entitled to any payment.

(B) The forward market bid price shall be defined as the average of on and off peak prices at ERCOT for a term equal to the remaining term of the contract. The forward market price will be determined by the Contractor in a commercially reasonable manner, which may include polling energy brokers on the date of termination. The Government shall have the right to reasonably audit forward market price data obtained by the Contractor.

(C) In the event that the Government elects to terminate on a date other than the end of a month or at the end of the summer/non-summer season, as defined by applicable local distribution company and tariff, the estimated remaining contract quantity will be calculated by prorating the partial month or partial season of service.

(D) In the event of a termination for convenience, the Government’s liability shall be limited to the termination value calculated in accordance with the provisions of this clause.

(m) TERMINATION FOR CAUSE. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fials to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) TITLE. Title to the electricity supplied by the Contractor under this contract shall pass to the Government upon delivery at the delivery point specified in the Schedule. The Contractor warrants that the electricity delivered to the Government under this contract will be free and clear of any liens, claims and encumbrances arising prior to delivery at the delivery point specified in the Schedule.

(o) WARRANTY. The Contractor warrants and implies that the electricity delivered hereunder conforms to the tariff of the transmissions and/or distributing utility at the delivery point specified in the Schedule.

(p) LIMITATION OF LIABILITY. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for any consequential, special, incidental, punitive, exemplary or indirect damages or other business interruption damages except to the extent caused by a contractor’s or its agent’s gross negligence or willful misconduct.

Tailored FAR 52.212-4 (MAR 2009)

5. NOTIFICATION OF TARIFF/RATE CHANGES

The Contractor shall use commercially reasonable efforts to provide the Contracting Officer with written notice received by the Contractor of any relevant changes to the transportation tariff/rate or the scheduling of a tariff/rate hearing that would reasonably be expected to have impact on the installations within a commercially reasonable time frame (five business days). Failure of the Contractor to comply with this provision shall not be grounds for termination for cause.

NOTE: Email notification is acceptable, provided it includes the specific tariff change (via cut and paste) and its effective date.

INT-H800 (DESC JUN 2005)

6. ELECTRICITY ORDERING PROCEDURES

For the purposes of this contract, the instantaneous load at the service point, as described in the individual Installation Data Sheets, shall constitute an order for electricity to be furnished under this contract.

INT-I800 (DESC FEB 2002)

7. REQUIREMENTS

(a) This is a requirements contract for the supplies or services specified, and effective for the period stated in the Schedule. The quantities of supplies or services specified in the Schedule are estimates only and are not purchased by this contract. Except as this contract may otherwise provide, if the Government's requirements do not result in orders in the quantities described as "estimated" or "maximum" in the Schedule, that fact shall not constitute the basis for an equitable price adjustment.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the ORDERING clause. Subject to any limitations in the ORDER LIMITATIONS clause or elsewhere in this contract, the Contractor shall furnish to the Government all supplies or services specified in the Schedule and called for by orders issued in accordance with the ORDERING clause. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(c) Except as this contract otherwise provides, the Government shall order from the Contractor all the supplies or services specified in the Schedule that are required to be purchased by the Government activity or activities specified in the Schedule.

(d) The Government is not required to purchase from the Contractor requirements in excess of any limit on total orders under this contract.

(e) If the Government urgently requires delivery of any quantity of an item before the earliest date that delivery may be specified under this contract, and if the Contractor will not accept an order providing for the accelerated delivery, the Government may acquire the urgently required goods or services from another source.

(f) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; PROVIDED, that the Contractor shall not be required to make any deliveries under this contract after December 2012.

FAR 52.216-21 (OCT 1995)

8. TYPE OF CONTRACT

The Government contemplates award of a Firm Fixed Price, Requirements Type contract resulting from this solicitation.

FAR 52.216-1 (APR 1984)

9. ELECTRICITY PRICING FOR QUANTITIES OUTSIDE ESTABLISHED LOAD BANDWIDTH (ADDER TO THE

AVERAGE MARKET PRICE)

(a) The Government may consume electricity within the allowable variances in consumption specified in the contract (bandwidth) without adjustment to the contract price. For each line item, applicable bandwidth is the range from 10 percent above to 10 percent below the estimate of consumption included in the Installation Data Spreadsheets for the line item for that month. If, in any month, the consumption of electricity falls outside the contract bandwidth for any line item, there shall be an adjustment to the contract price. The adjustment methodology is specified below.

(b) If, in any month, an Energy Deficiency occurs, an Energy Deficiency Adjustment shall be made. Energy Deficiency is the amount in kilowatt hours (kWh) by which consumption of electricity falls below the lower limit of the contract bandwidth for a line item for a month. Energy Deficiency Adjustment means the charge or credit calculated each monthly billing period for the Energy Deficiency. The Energy Deficiency Adjustment equals the Energy Deficiency times the average monthly contract price in dollars per kWh minus the Average Market Price for the month. The average monthly contract price for the month shall be determined as follows: the contract prices will be averaged over the on-peak and off-peak hours of the month weighted by the on-peak and off-peak hours in the month to calculate an average monthly contract price. The Average Market Price for a month is the sum of Daily Market Prices for that month divided by the number of days during the month. A Daily Market Price shall be determined as follows: (1) the hourly Real- Time LBMP values for the NY ISO’s/ISO-NE’s as posted on the website (for the applicable zone where the impacted installation is physically located) will be averaged over the on-peak and off-peak hours of the day to calculate an average on-peak and off-peak value for that day; (2) the average on-peak and off-peak values as calculated in (1) will be weighted by the number of on-peak and off-peak hours in the day (as defined by NY ISO or ISO-NE) to calculate the Daily Market Price.

Expressed as a formula, the Energy Deficiency Adjustment is--

EDA = ED x (CP – AMP) where--

EDA is the Energy Deficiency Adjustment, in dollars ED is the Energy Deficiency, in kWh CP is the contract price, in dollars per kWh AMP is the Average Market Price, in dollars per kWh The Energy Deficiency Adjustment shall be calculated following the monthly billing period in which the energy was consumed and included on the next monthly invoice. If the result is positive, then the EDA will be a charge to the customer. If the EDA is negative, then it will be a credit to the customer.

(c) If, in any month, Excess Energy is consumed, an Excess Energy Adjustment shall be made. Excess Energy is the amount of electricity consumed above the upper limit of the contract bandwidth for an installation for a month. Excess Energy Adjustment means the charge calculated each monthly billing period for the Excess Energy. The Excess Energy Adjustment equals the Excess Energy times the Average Market Price in dollars per kWh for the month minus the average monthly contract price in dollars per kWh. The average monthly contract price for the month shall be determined as follows: the contract prices will be averaged over the on-peak and off-peak hours of the month weighted by the on-peak and off-peak hours in the month to calculate an average monthly contract price. The Average Market Price for a month is the sum of the Daily

Market Prices for that month divided by the number of days during the month. A Daily Market Price shall be determined as follows: (1) the hourly Real-Time LBMP for the NY ISO’s as posted on the website (for the applicable zone where the impacted installation is physically located) will be averaged over the on-peak and off-peak hours of the day to calculate an average on-peak and off-peak value for that day ; (2) the average on-peak and off-peak average values as calculated in (1) will be weighted by the number of on-peak and off-peak hours in the day (as defined by NY ISO) to calculate the Daily Market Price.

Expressed as a formula, the Excess Energy Adjustment is--

EEA = (EE x AMP – CP) where--

EEA is the Excess Energy Adjustment, in dollars EE is the Excess Energy, in kWh CP is the contract price, in dollars per kWh AMP is the Average Market Price, in dollars per kWh

The Excess Energy Adjustment shall be calculated following the monthly billing period in which the energy was consumed and included on the next monthly invoice. If the EEA is positive, then it will be a charge to the customer. If the EEA is negative, then it will be a credit to the customer.

INT-I801.01 (DESC MAR 2008)

10. DISPUTES: AGREEMENT TO USE ALTERNATIVE DISPUTE RESOLUTION

(a) The parties agree to negotiate with each other to try to resolve any disputes that may arise. If unassisted negotiations are unsuccessful, the parties will use alternative dispute resolution (ADR) techniques to try to resolve the dispute.

Litigation will only be considered as a last resort when ADR is unsuccessful or has been documented by the party rejecting ADR to be inappropriate for resolving the dispute.

(b) Before either party determines ADR inappropriate, that party must discuss the use of ADR with the other party. The documentation rejecting ADR must be signed by an official authorized to bind the contractor (see FAR 52.233-1), or, for the Agency, by the contracting officer, and approved at a level above the contracting officer after consultation with the ADR Specialist and with legal counsel (see DLA Directive 5145.1). Contractor personnel are also encouraged to include the ADR Specialist in their discussions with the contracting officer before determining ADR to be inappropriate.

(c) If you wish to opt out of this clause, check here [ ]. Alternate wording may be negotiated with the contracting officer.

DLAD 52.233-9001 (JUN 2001)

11. ELECTRICITY REGULATORY CHANGES

(a) The contractor price includes all applicable independent system operator/regional transmission organization (ISO/RTO charges to be in effect at contract signing.

(b) After-imposed ISO/RTO charges, as used in this clause, means any new ISO/RTO charges subject to regulation, that were exempted or excluded on the contract date but whose exemption was later revoked on the transactions covered by this contract that the Contractor is required to pay or bear as the result of legislative, judicial or administrative action taking effect after the contract date. The contract price shall be increased by the amount of any after-imposed ISO/RTO charge (with no mark up), provided the Contractor warrants in writing that no amount for such newly after-imposed ISO/RTO charge was included in the contract price, as a contingency reserve or otherwise.

(c) After-relieved ISO/RTO charges, as used in this clause, means any amount of ISO/RTO charges, subject to regulation, that would otherwise have been payable on the transactions or property covered by this contract but which the Contractor is not required to pay or bear, or for which the Contractor obtains a refund or drawback as the result of legislative, judicial or administrative action taking effect after the contract date. The contract price shall be decreased by the amount of any after-relieved ISO/RTO charges.

INT-I820 (DESC APR 2007)

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12. AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR

Funds are not presently available for performance under this contract beyond 30 September 2011. The Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond 30 September 2011, until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

NOTE: This contract is funded with annual appropriations. Fiscal law statute, 31 U.S.C 1341 Anti-Deficiency Act, requires the Government to include the clause below when the contract crosses fiscal years and is funded with annual appropriations. The fiscal year runs from Oct 1 through Sep 30. In the event Congress fails to pass the Federal Government Budget in time for the start of a new fiscal year, it will likely pass a Continuing Resolution. In the event of a Continuing Resolution, the Government will continue to make payment upon the receipt of a valid invoice. In the highly unlikely event that Congress fails to pass a Federal Government Budget or a Continuing Resolution, the Government has the authority to continue purchasing electricity under 41 U.S.C. Section 11. Under the authority of 41 U.S.C. Section 11, the Government will make payment upon receipt of a valid invoice. The purchasing of electricity is classified as subsistence for purposes of funding.

FAR 52.232-19 (APR 1984)

PART II

(INSTRUCTIONS AND EVALUATION)

1. INSTRUCTIONS TO OFFERORS (ELECTRICITY)

(a) EVIDENCE OF RESPONSIBILITY.

(1) An offeror must possess, at a minimum, 12 months of experience (within the past two years) providing supply and transportation (firm and/or interruptible) of electricity to wholesale or retail customers by date of Technical Proposal submission. If the offeror does not possess at least 12 months of experience, it will not be considered for award.

(2) An offeror shall provide evidence that it is authorized to conduct business by each state’s regulatory body having jurisdiction over the state’s electric industry prior to award of any contract for solicited requirements.

(3) The offeror must possess, or demonstrate the ability to obtain, transmission service agreements in the company’s name for the points of receipt specified in the Schedule. Failure to document the ability to obtain necessary transmission service agreements shall render the offeror nonresponsible

(4) The evidence of responsibility required above is in addition to the general responsibility criteria set forth in FAR 9.104.

(5) The Government may conduct preaward surveys in accordance with FAR 9.106 and obtain, from available sources, relevant information concerning the offeror’s ability to satisfy the responsibility standards stated in this provision and FAR Part 9.

(b) OFFEROR’S PROPOSAL.

(1) An offeror must propose to supply the total line item quantity for the line items identified in the Schedule.

Failure to offer the total line item quantity will preclude Government evaluation and award to the offeror for the line items. If an offeror chooses to submit more than one offer, it may do so by submitting a separate price submittal for each. Offers based on other pricing mechanism or alternate methods of supplying electricity may be considered.

(2) PART I – EXECUTED RFP. The original Part I shall contain original signatures. The executed RFP shall consist of the following:

(i) Standard Form 1449: Solicitation,/Contract/Order for Commercial Items, with Block 17 and Blocks 30A through 30C completed. By completing Blocks 30A through 30C, the offeror agrees to the terms and conditions of the RFP.

(ii) The Offeror Representations and Certifications (Section K).

(iii) The completed Attachment III. To accurately evaluate offered prices, no alterations of Attachment III are allowed. Any alterations of Attachment III will constitute an invalid offer and the proposal will not be reviewed further.

Offerors submitting an alternative proposal shall not use Attachment III as part of their submission (To be submitted on the due date for Price Submissions, see page 2).

(iv) Other Required Documents. The offeror shall submit all documents required by the terms and conditions of the RFP, such as subcontracting plans (see Attachment IV).

(v) FACSIMILE PROPOSALS. Pursuant to the FACSIMILE PROPOSALS provision, the offeror must submit a hard copy of the original signed offer, which must be received within 3 working days of the opening/closing date. The facsimile number is (703) 767-8757.

(vi) E-MAIL PROPOSALS.

(A) Offerors are requested to submit proposals via e-mail. E-mail proposals are subject to the same rules as paper proposals.

(B) E-mail receiving data and compatibility characteristics are as follows: e-mail address:

eteam@dla.mil

(C) Initial proposals, modifications and proposal revisions submitted via e-mail must contain a signature.

(D) Attachments that are not in .pdf file format must be sent password protected for “READ ONLY” to ensure the integrity of the data submitted.

(E) Proposals submitted electronically through a single e-mail must be no more than 15 MB. DESC’s mail server will reject messages larger than 15 MB.

(F) Offerors are responsible for verifying receipt of e-mail offers by contacting the Contracting Officer prior to the solicitation closing time.

(3) PART II – TECHNICAL MANAGEMENT SUBMISSION. To substantiate meeting general and special responsibility criteria and the evaluation criteria stated in the RFP, the offeror shall submit the following:

(i) A brief description of the risk management practices to be employed during contract performance;

mailto:eteam@dla.mil�

(ii) A brief description of the sources of working capital for the offeror’s power marketing activities;

(iii) Résumés of the key personnel who would be assigned to administer a resultant contract;

(iv) State Marketing License data. Date of Approval;

(v) The documentation required in paragraph (a) of this clause; and

(vi) Attachment I–

(A) Identify the total number of customers that you currently serve that have a requirement of 1 megawatt or greater both inside and outside the applicable independent system operator/regional transmission organization.

(B) Credit Rating of Contractor or Parent Company.

(vii) An offeror’s proposal must be complete with regard to this provision as well as all other requirements of the solicitation. Offerors are advised to submit proposals that are fully and clearly acceptable without additional information or explanation. Failure to provide a complete Technical Experience submission shall make an offer unacceptable and ineligible for award.

(4) PART III – PAST PERFORMANCE. Information collected in the Experience with End-users form (Attachment II) will be used to contact offeror’s customers and inquire about the offeror’s past performance. By submitting this form, the offeror agrees to permit the Government's representatives to contact the customers listed and inquire about the past performance of the offeror. The offeror will be given an opportunity to address unsatisfactory reports of past performance, and the offeror's response, or lack thereof, will be taken into consideration. The offeror’s recent contracts will be examined to ensure that corrective measures have been put in place to prevent the recurrence of past performance problems. Prompt actions taken by the offeror to correct performance problems will be a reflection of management concern for customer satisfaction. However, such action may not mitigate all negative performance trends. Offerors are advised that the Government may use information gained from any source known to the Government to evaluate past performance. However, the Government reserves the right to only consider the Contractor’s performance under Government or DESC contracts. Also, describe any past efforts to subcontract with small businesses and/or Historically Black Colleges and Universities/Minority Institutions (HBCUs/MIs).